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CIK | 1398702 |
SEC Filings
SEC Filings (Chronological Order)
March 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2017 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor |
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March 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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March 7, 2017 |
8-K 1 s1054838k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2017 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or othe |
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March 7, 2017 |
Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] FOR IMMEDIATE RELEASE Electronic Cigarettes International Group ANNOUNCES ITS UK SUBSIDIARY HAS BEEN PLACED UNDER ADMINISTRATION PROCESS IN THE UNITED KINGDOM GOLDEN, CO ? March 7, 2017 ? Electronic Cigarettes International Group, Ltd. (the ?Company? or ?ECIG?), a leading global marketer |
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February 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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January 4, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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December 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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November 16, 2016 |
Electronic Cigarettes International Group FORM 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2016 Or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 000-52745 El |
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November 15, 2016 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. AND DANIEL J O'NEILL (Executive) THIS SECOND AMENDMENT (the "Amendment") to the EMPLOYMENT AGREEMENT dated effective as of March 15, 2015 (the ?Employment Agreement?) is entered into as of September 30, 2016 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the "Compan |
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November 15, 2016 |
Electronic Cigarettes International Group 10-Q (Quarterly Report) 10-Q 1 s10456910q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2016 Or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission |
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November 15, 2016 |
Electronic Cigarettes International Group NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-52745 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form |
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November 15, 2016 |
Electronic Cigarettes International Group REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] FOR IMMEDIATE RELEASE Electronic Cigarettes International Group REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS GOLDEN, CO ? November 14, 2016 ? Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a leading global marketer and distributor of electronic cigarettes |
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November 15, 2016 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in |
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November 10, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other |
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November 3, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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October 7, 2016 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., Hardwire Interactive Acquisition Company and THE BUYER IDENTIFIED HEREIN Dated as of October 5, 2016 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of October 4, 2016 (“Effective Date”) by and among (i) ELECTRONIC Cigarettes INTERNATIONAL G |
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October 7, 2016 |
8-K 1 s1043028k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or ot |
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October 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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September 9, 2016 |
Electronic Cigarettes International Group 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2016 Or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number 000-52745 Electroni |
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September 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wiscons |
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August 15, 2016 |
Electronic Cigarettes International Group NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form |
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August 15, 2016 |
Electronic Cigarettes International Group NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form |
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August 12, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 s1039048k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or ot |
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August 12, 2016 |
Electronic Cigarettes International Group REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS Exhibit 99.1 CONTACTS: Dennard ? Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] For Immediate Release Electronic Cigarettes International Group REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS GOLDEN, CO ? August 11, 2016 ? Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a leading global marketer and distributor of electronic cigarettes a |
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August 3, 2016 |
ECIG / Electronic Cigarettes International Group, Ltd. / CALM WATERS PARTNERSHIP Activist Investment SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwa |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT Exhibit 27 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of June 30, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant |
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July 15, 2016 |
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 41 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA |
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July 15, 2016 |
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 15 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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July 15, 2016 |
AMENDED AND RESTATED 4% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JUNE 30, 2020 EXHIBIT 40 Exhibit 40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT |
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July 15, 2016 |
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Converted by EDGARwiz Exhibit 11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 36 Exhibit 36 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Converted by EDGARwiz Exhibit 10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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July 15, 2016 |
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRAT |
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July 15, 2016 |
AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE EXHIBIT 23 Exhibit 23 AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 2 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the "Company"), and the holder set forth on the signa |
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July 15, 2016 |
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 33 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA |
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July 15, 2016 |
AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 28 Exhibit 28 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 2 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 32 Exhibit 32 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 22 AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) dated as of January 7, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (th |
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July 15, 2016 |
AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE EXHIBIT 25 Exhibit 25 AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the "Company"), and the holder set forth on the signatu |
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July 15, 2016 |
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. EX-99 18 exh31.htm COMMON STOCK PURCHASE WARRANT Exhibit 31 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED |
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July 15, 2016 |
AMENDMENT No. 2 REGISTRATION RIGHTS AGREEMENT Execution Version Exhibit 19 AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Rights Agreement (defined below) si |
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July 15, 2016 |
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 7, 2016 EX-99 12 exh24.htm 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 24 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, M |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 38 Exhibit 38 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Converted by EDGARwiz Exhibit 12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 30 Exhibit 30 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
EX-99 8 exh18.htm AMENDMENT NO. 1 RO REGISTRATION RIGHTS AGREEMENT Exhibit 18 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, (this “Amendment”), is made and entered into as of June , 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Righ |
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July 15, 2016 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT EXHIBIT 34 Exhibit 34 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July , 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Origina |
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July 15, 2016 |
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRAT |
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July 15, 2016 |
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Exhibit 29 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRA |
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July 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name of Issuer) Common Stock Par Value $0.001 per Share (Title of Class of Securities) 285560207 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wisconsi |
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July 13, 2016 |
AMENDMENT No. 3 REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 EXECUTION VERSION AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?), is made and entered into as of July 8, 2016, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the ?Company?) and the holders of registration rights under the Registration Rights Agreement (defined below) signat |
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July 13, 2016 |
AMENDMENT NO. 5 CREDIT AGREEMENT Exhibit 10.1 AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement (the ?Amendment?) is dated as of July 8, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (?Calm Waters?), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the ?Borrower?). WHEREAS, Calm Waters and the Borrower entered into that certain Credit Agre |
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July 13, 2016 |
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of July 8, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (the “Borrower”), and Calm Waters Partnership (the “Lender”). Recitals WHEREAS, on September 30, 2015 the Borrower and Lender entered into that cert |
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July 13, 2016 |
EX-99.1 8 s103683ex99-1.htm EXHIBIT 99-1 Exhibit 99.1 CONTACTS: Dennard ▪ Lascar Associates Ken Dennard / Rick Black 713-529-6600 [email protected] For Immediate Release Electronic Cigarettes International Group Completes Financial Recapitalization Company Refinanced $94 million of Senior Notes and Convertible Debt Reduced All Debt Interest Rates to 4% Postponed All Debt Payments for 4 years |
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July 13, 2016 |
Exhibit 10.6 EXECUTION VERSION DATED 2016 Intercreditor amendment deed Between Electronic Cigarettes International Group, Ltd (as Borrower) and The persons named in Schedule 1 (as Guarantors) and The persons named in Schedule 2 (as Senior Creditors) and The persons named in Schedule 3 (as Subordinated Creditors) and Miguel Carlos Corral (as Junior Security Trustee) Table of contents 1. definitions |
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July 13, 2016 |
AMENDMENT NO. 1 CREDIT AGREEMENT Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (the ?Amendment?) is dated as of July 8, 2016, and is by and between Tiburon Opportunity Fund, L.P., a Delaware limited partnership (the ?Agent?) as a lender and as agent for the various additional lenders (the ?Additional Lenders?) party to the Additional Lender Credit Agreement (defined be |
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July 13, 2016 |
AMENDED AND RESTATED INTERCREDITOR AGREEMENT Exhibit 10.5 EXECUTION VERSION AMENDED AND RESTATED INTERCREDITOR AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Amended and Restated Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this ?Agreement?) is dated as of July 8, 2016 by and among CALM WATERS PARTNERSHIP, |
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July 13, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo |
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May 25, 2016 |
Exhibit 99.1 Electronic Cigarettes International Group Bolsters Denver-Based Management Team with Appointments of William Seamans as Chief Financial Officer and Monsell Darville as Chief Marketing Officer GOLDEN, COLORADO, May 16, 2016 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose |
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May 25, 2016 |
Exhibit 99.2 PRESS RELEASE ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS VIP on the move - UK. Highlights ? First quarter 2016 net sales increased 1% versus 2015 to $11.7 million, despite unfavorable foreign exchange movements of $0.3 million and a forecasted decrease of unprofitable Vapestick sales. ? Gross profit was $6.6 million versus $6.4 million in th |
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May 25, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo |
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May 16, 2016 |
Electronic Cigarettes International Group FORM 10-Q (Quarterly Report) 10-Q 1 s10325410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2016 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commissio |
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April 29, 2016 |
Electronic Cigarettes International Group 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) R Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number 000-52745 |
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April 8, 2016 |
EX-16.1 2 s102991ex16-1.htm EXHIBIT 16,1 Exhibit 16.1 Rehmann Robson 2330 East Paris Ave. SE Grand Rapids, MI 49546 Ph: 616.975.4100 Fx: 616.975.4400 rehmann.com April 8, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 8, 2016 (the “Report”), of Electronic Cigarettes International Group, Ltd. (“ECI |
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April 8, 2016 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp |
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April 1, 2016 |
Exhibit 99.1 PRESS RELEASE ELECTRONIC CIGARETTES INTERNATIONAL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS New VIP retail store in the UK. Highlights ? Net sales increased 21% versus 2014 to $54.2 million, despite unfavorable foreign exchange movements of $3.4 million. ? Gross profit more than doubled in 2015 reaching $30.5 million versus $13.2 million in 2014, a 131% increas |
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April 1, 2016 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor |
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March 28, 2016 |
Electronic Cigarettes International Group FORM 10-K (Annual Report) 10-K 1 s10284310k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) R Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2015 ¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Num |
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March 15, 2016 |
Investor Presentation March 2016 Exhibit 99.1 Investor Presentation March 2016 Legal Disclaimer 2 FORWARD - LOOKING STATEMENTS : This information contained herein includes certain forward - looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as ame nded. Forward - looking stateme |
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March 15, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor |
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January 15, 2016 |
AMENDMENT NO. 4 CREDIT AGREEMENT Exhibit 10.1 AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement (the ?Amendment?) is dated as of January 11, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (?Calm Waters?), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the ?Borrower?). WHEREAS, Calm Waters and the Borrower entered into that certain Credit |
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January 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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January 15, 2016 |
Exhibit 99.1 PRESS RELEASE Electronic Cigarettes International Group Improves Financial Strength with $9.0 Million Financing from an Existing Investor GOLDEN, COLORADO, January 12, 2016 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG) today announced that on January 12, 2016 it completed a $9.0 million term loan financing with one of the Company?s long-term existing |
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January 11, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2016 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco |
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November 9, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 s1021468k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o |
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November 9, 2015 |
electronic cigarettes international group reports Third Quarter 2015 Financial Results EX-99.1 2 s102146ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE electronic cigarettes international group reports Third Quarter 2015 Financial Results GOLDEN, COLORADO, November 9, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose brands include FIN, Vapestick, Victory, VIP, |
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November 5, 2015 |
8-K 1 s1021228k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o |
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November 5, 2015 |
EX-99.1 3 s102122ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE Electronic Cigarettes International Group Strengthens Balance Sheet with $18.0 Million Financing from a Current Investor GOLDEN, COLORADO, November 2, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG) today announced that on October 30, 2015 it completed an $18.0 million term loan financing with |
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November 5, 2015 |
AMENDMENT NO. 3 CREDIT AGREEMENT EX-10.1 2 s102122ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement (the “Amendment”) is dated as of October 30, 2015, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”). WHEREAS, Calm |
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October 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of i |
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October 5, 2015 |
Exhibit 10.2 Execution Version FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this ?Agreement?) is made as of this 30th day of September, 2015 (the ?Execution Date?) by and between CALM WATERS PARTNERSHIP, a Wisconsin General Partnership (?Lender?), on the one hand, and ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (?Borrower?) on the other hand. Lender and Borrower shal |
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October 5, 2015 |
Exhibit 10.1 ExWorks Capital Letterhead Execution Version Via Email September 18, 2015 Mr. Phil Anderson Chief Financial Officer Electronic Cigarettes International Group, Ltd 14200 Ironwood Drive Grand Rapids, Michigan 49544 Re: Loan and Security Agreement among ExWorks Capital Fund I, L.P. (?Lender?), Electronic Cigarettes International Group, Ltd., FIN Branding Group, LLC, and Hardwire Interact |
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September 25, 2015 |
Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Daniel J O?Neill (Executive) THIS AMENDMENT (the ?Amendment?) to the EMPLOYMENT AGREEMENT dated effective as of March 17, 2015 is entered into as of September 21, 2015 by and between Electronic Cigarettes International Group. Ltd, a Nevada corporation (the ?Company?), and Daniel J. O?Ne |
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September 25, 2015 |
Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Phil Anderson (Executive) THIS AMENDMENT (the ?Amendment?) to the EMPLOYMENT AGREEMENT dated effective as of January 15, 2015 is entered into as of September 21, 2015 by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the ?Company?), and Phil Anderson, |
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September 25, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of |
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August 11, 2015 |
electronic cigarettes international group reports SECOND Quarter 2015 Financial Results Exhibit 99.1 PRESS RELEASE electronic cigarettes international group reports SECOND Quarter 2015 Financial Results GRAND RAPIDS, MICHIGAN, August 10, 2015 - Electronic Cigarettes International Group, Ltd. (The ?Company?) (OTCBB: ECIG), a global marketer and distributor of electronic cigarettes and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others, today announced financi |
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August 11, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 s1016448-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or o |
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July 2, 2015 |
EX-10.2 3 s101413ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 LOAN AND SECURITY AGREEMENT ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (“Lender”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (“Parent”), FIN Branding Group, LLC, an Illinois limited liabili |
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July 2, 2015 |
Exhibit 10.3 Guaranty and Security Agreement dated as of June 30, 2015 among VICTORY ELECTRONIC CIGARETTES, INC. and VCIG LLC, as Guarantors, and EXWORKS CAPITAL FUND I, L.P., as Lender Guaranty and Security Agreement This Guaranty and Security Agreement, dated as of June 30, 2015 (this ?Agreement?), is made by Victory Electronic Cigarettes, Inc., a Nevada Corporation, and VCIG LLC, a Delaware lim |
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July 2, 2015 |
AMENDMENT NO. 1 CREDIT AGREEMENT EX-10.1 2 s101413ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (the “Amendment”) is dated as of June 26, 2015, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”). WHEREAS, Calm Wa |
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July 2, 2015 |
8-K 1 s1014138k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or othe |
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May 20, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. / KITT BARRY M - SC 13G/A Passive Investment Pinnacle Family Office Investments, L.P.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Electronic Cigarettes International Group, Ltd. (Name |
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May 11, 2015 |
Electronic Cigarettes International Group NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response?????????... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 285560 207 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: M |
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May 7, 2015 |
EX-24.2 Exhibit 24.2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including |
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May 7, 2015 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MAN FINCO LIMITED By: /s/ Nader Fari |
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May 7, 2015 |
Exhibit 24.1 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the |
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May 7, 2015 |
EX-24.3 Exhibit 24.3 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including |
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May 7, 2015 |
EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned’s true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including |
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May 7, 2015 |
Exhibit 24.3 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the |
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May 7, 2015 |
FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name of issuer) Common Stock, par value $0.001 per share (Title of class of securities) 285560207 (CUSIP number) Man FinCo Limited PO Box 9275 c/o Al Tamimi & Company, Advocates and Legal Consul |
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May 7, 2015 |
Exhibit 24.2 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nikhil Malik and Nader Farid Aboushadi, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) execute for and on behalf of the undersigned, including in the |
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May 1, 2015 |
EX-4.1 2 s101024ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF TERM NOTE April 27, 2015 New York, New York ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (“Borrower”), for value received, hereby unconditionally promises to pay to or its registered assigns (“Lender”), the principal sum of [●] MILLION DOLLARS ($[●].00) of Term Loans under the Credit Agreement described below, toget |
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May 1, 2015 |
Exhibit 10.1 EXECUTION VERSION $35,000,000 CREDIT AGREEMENT dated as of April 27, 2015 between ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower and CALM WATERS PARTNERSHIP, Lender Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Terms Generally 18 Article II The Term Loan 18 Section 2.01. Term Loan 18 Section 2.02. Evidence of Debt; Repayment o |
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May 1, 2015 |
FORM OF COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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May 1, 2015 |
Exhibit 10.2 EXECUTION VERSION $6,214,225.11 CREDIT AGREEMENT dated as of April 27, 2015 between ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower TIBURON OPPORTUNITY FUND, L.P., as Agent, and THE LENDERS PARTY HERETO, Lenders Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Terms Generally 18 Article II The Term Loan 18 Section 2.01. Term Loan |
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May 1, 2015 |
8-K 1 s1010248k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State o |
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April 21, 2015 |
Electronic Cigarettes International Group 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp |
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April 21, 2015 |
electronic cigarettes international group APPOINTS Dan o’neill as chief executive officer PRESS RELEASE Grand Rapids, Michigan, April 13, 2015 electronic cigarettes international group APPOINTS Dan o?neill as chief executive officer GRAND RAPIDS, MICHIGAN, April 13, 2015 - Electronic Cigarettes International Group, Ltd. |
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April 2, 2015 |
Pinnacle Family Office Investments, L.P.: Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Electronic Cigarettes International Group, Ltd. (Name |
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March 24, 2015 |
electronic cigarettes international group Completes reverse stock split Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, March 23, 2015 electronic cigarettes international group Completes reverse stock split GRAND RAPIDS, MICHIGAN, MARCH 23, 2015 - Electronic Cigarettes International Group, Ltd. (The “Company”) (OTCBB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others, to |
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March 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor |
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March 24, 2015 |
Exhibit 3.1 |
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March 17, 2015 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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March 17, 2015 |
Exhibit 4.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUALBE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. ELECT |
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March 17, 2015 |
EX-10.2 7 s100877ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is made effective as of March 13, 2015, by and between Electronic Cigarettes International Group, Ltd. (the “Company”), and (the “Lender”). RECITALS WHEREAS, the Company and the Lender are parties to the Company’s 6% Senior Convertible Note dated April 22, 2014 |
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March 17, 2015 |
COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD. EX-4.2 3 s100877ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E |
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March 17, 2015 |
Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. $1,800,000 0.40% UNSECURED NOTE Electronic Cigarettes International Grou |
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March 17, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c |
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March 17, 2015 |
Electronic Cigarettes International Group 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2015 (March 13, 2015) Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other juri |
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March 16, 2015 |
Electronic Cigarettes International Group NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response?????????... 2.50 SEC FILE NUMBER CUSIP NUMBER 285560108 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, |
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March 11, 2015 |
Electronic Cigarettes International Group 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incor |
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March 11, 2015 |
electronic cigarettes international group Announces results of Special meeting of stockholders Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, March 10, 2015 electronic cigarettes international group Announces results of Special meeting of stockholders GRAND RAPIDS, MICHIGAN, MARCH 10, 2015 - Electronic Cigarettes International Group, Ltd. (OTCBB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and oth |
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March 4, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c |
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March 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in |
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March 4, 2015 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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March 4, 2015 |
COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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February 27, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru |
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February 27, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru |
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February 13, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru |
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February 13, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru |
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February 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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February 6, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and con |
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February 6, 2015 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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January 27, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. DEF 14A - - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Ru |
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January 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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January 22, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and if multiple parties, collectively, the “Purchasers”). WHEREAS, subjec |
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January 22, 2015 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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January 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco |
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January 22, 2015 |
Exhibit 99.1 PRESS RELEASE Grand Rapids, Michigan, January 13, 2015 ELECTRONIC CIGARETTES international group STRENGTHENS leadership with the hiring of Dan O’neill as executive chairman · Brings additional significant senior leadership experience in consumer packaged goods and building global multinationals · New Chief Financial Officer, Phil Anderson joining to support the financial strengthening |
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January 22, 2015 |
EMPLOYMENT AGREEMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Phil Anderson Exhibit 10.1 EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Phil Anderson (Executive) THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of January 15, 2015 (the “Effective Date”) is entered into by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the “Company”), and Phil Anderson, an individual with a physical addres |
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January 14, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and c |
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January 14, 2015 | ||
January 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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January 14, 2015 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2015 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco |
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January 14, 2015 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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January 7, 2015 |
ECIG / Electronic Cigarettes International Group, Ltd. PRE 14A - - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Ru |
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December 29, 2014 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE DECEMBER __, 2015 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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December 29, 2014 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2014, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to |
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December 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of in |
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December 15, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. RW - - Electronic Cigarettes International Group, Ltd. 14200 Ironwood Dr. Grand Rapids, MI 495344 December 15, 2014 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, DC 20549 Re: Electronic Cigarettes International Group, Ltd. Application for Withdrawal on Form RW for Registration Statement on Form S-1 (File No |
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December 5, 2014 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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November 17, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. NT 10-Q - - NOTICE OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: |
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October 23, 2014 |
EX-10.32 Exhibit 10.32 DATED SEPTEMBER 12, 2014 SECOND DEED OF AMENDMENT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) AS BORROWER MUST HAVE LIMITED AS GUARANTOR JGB (CAYMAN) CAMBRIDGE LTD. AS SENIOR CREDITOR JGB COLLATERAL LLC AS SECURITY TRUSTEE FOR THE SENIOR CREDITOR THE PERSONS NAMED IN THE SCHEDULE AS SUBORDINATED CREDITORS AND MIGUEL CAR |
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October 23, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 6 TO FORM S-1 Amendment No. 6 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 23, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its cha |
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October 21, 2014 |
Exhibit 10.4 Dated October , 2014 - Third Deed of Amendment ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) as Borrower MUST HAVE LIMITED as Guarantor JGB (CAYMAN) CAMBRIDGE LTD. as Senior Creditor JGB COLLATERAL LLC as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors AND MIGUEL CARLOS CORRAL as |
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October 21, 2014 |
AMENDMENT NO. 3 SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE Exhibit 10.2 AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE THIS AMENDMENT NO. 3 TO THE SECURITIES PURCHASE AGREEMENT and Closing Certificate (this “Amendment”) is made and entered into as of October 14, 2014 by and among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “Company”), Must Have Limited, a |
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October 21, 2014 |
AMENDMENT NO. 2 REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of October 15, 2014, by and between Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”) and JGB (Cayman) Cambridge Ltd. a company organized un |
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October 21, 2014 |
Exhibit 10.1 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as modified, amended, renewed, extended or restated from time to time, this “Security Agreement”) is entered into as of October [], 2014 by and among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (“Borrower”), VCIG LLC, a Delaware limited liability comp |
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October 21, 2014 |
Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THIRD AM |
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October 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inc |
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October 15, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. DEL AM - - SEC LETTER SEC Letter October 15, 2014 Filed via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Division of Corporation Finance Re: Electronic Cigarettes International Group, Ltd. |
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October 8, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 5 TO FORM S-1 Amendment No. 5 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on October 8, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its char |
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September 25, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on September 24, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its c |
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September 8, 2014 |
EMPLOYMENT AGREEMENT VICTORY ELECTRONIC CIGARETTES CORPORATION MARC HARDGROVE Exhibit 10.45 EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND MARC HARDGROVE (Executive) THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of April 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Marc Hardgrove, an individual with a physi |
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September 8, 2014 |
EX-4.9 Exhibit 4.9 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. S |
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September 8, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 3 TO FORM S-1 Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on September 8, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its ch |
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September 8, 2014 |
EX-10.39 Exhibit 10.39 BUY-SIDE ADVISORY AGREEMENT This Buy-Side Advisory Agreement (this “Agreement”) is made and entered into as of April 27, 2014 by and between Victory Electronic Cigarettes Corporation (“Victory”), and Fields Texas Limited LLC (“FTX”). WHEREAS, Victory and FTX desire that FTX provide buy-side advisory services to Victory pursuant to the terms and conditions of this Agreement; |
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September 8, 2014 |
EMPLOYMENT AGREEMENT VICTORY ELECTRONIC CIGARETTES CORPORATION JAMES MCCORMICK EX-10.46 Exhibit 10.46 EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND JAMES MCCORMICK (Executive) THIS EMPLOYMENT AGREEMENT (this Agreement), dated effective as of May 1, 2014 (the Effective Date) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the Company), and James McCormick, an individual with a physical address |
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September 8, 2014 |
EX-10.40 Exhibit 10.40 September 4, 2014 Electronic Cigarettes International Group Attention: Brent Willis 1135 Apple Drive Nunica, MI 49448 Re: Termination of Buy-side Advisory Agreement between Fields Texas Limited LLC. and Electronic Cigarettes International Group Ltd. (f/k/a Victory Electronic Cigarettes Corporation) Dear Brent, This letter is to confirm the mutual decision to terminate the bu |
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September 8, 2014 |
EX-10.44 Exhibit 10.44 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND BRENT DAVID WILLIS (Executive) THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of April 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Brent Da |
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September 8, 2014 |
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE EX-10.21 4 d719264dex1021.htm EX-10.21 Exhibit 10.21 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATE Amendment No. 2 to the Securities Purchase Agreement and Closing Certificate (this “Amendment”), dated as of August 20, 2014 (the “Effective Date”) among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “ |
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August 26, 2014 |
Electronic Cigarettes International Group Announces 1st Half Results up 875% Exhibit 99.1 Electronic Cigarettes International Group Announces 1st Half Results up 875% Electronic Cigarettes International Group Ltd. (OTCQB: ECIG), a global marketer and distributor of electronic cigarette and vapor products whose brands include FIN, Vapestick, Victory, VIP, and others today announced financial operating results for the second quarter and six months ended June 30, 2014. ● Net |
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August 26, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2014 (August 20, 2014) Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other ju |
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August 22, 2014 |
CODE OF BUSINESS ETHICS AND CONDUCT Exhibit 14.1 CODE OF BUSINESS ETHICS AND CONDUCT Electronic Cigarettes International Group, Ltd., (the “Company” or “ECIG”) is committed to conducting our business in accordance with applicable laws, rules, and regulations and the highest standards of business ethics. This Code of Business Ethics and Conduct (the “Code of Ethics”) reflects the business practices and principles of behavior that sup |
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August 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of inco |
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August 15, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. NT 10-Q - - NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: J |
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July 28, 2014 |
EX-10.37 6 d719264dex1037.htm EX-10.37 Exhibit 10.37 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 17th day of July, 2014, by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A hereto (the “ |
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July 28, 2014 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE JANUARY 17, 2016 EX-4.12 2 d719264dex412.htm EX-4.12 Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E |
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July 28, 2014 |
EX-10.30 5 d719264dex1030.htm EX-10.30 Exhibit 10.30 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of May, 2014, by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (the “Company”), and DOMINION CAPITAL LLC (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A |
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July 28, 2014 |
ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. Warrant No. Original Issue Date: July 17, 2014 EX-4.13 3 d719264dex413.htm EX-4.13 Exhibit 4.13 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR |
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July 28, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 2 TO FORM S-1 Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 28, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charte |
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July 18, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorp |
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July 18, 2014 |
EX-10.2 3 ecigex102.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 15, 2014, between Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”), and Man FinCo Limited, a company incorporated |
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July 18, 2014 |
Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made and entered into as of this 15th day of July 2014 (the “Effective Date”), by and among Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”), those certain holders of the Company’s common stock, par value $0.001 per share, (the |
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July 18, 2014 |
Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, July 16, 2014 ELECTRONIC CIGARETTES INTERNATIONAL GROUP RECEIVES STRATEGIC EQUITY INVESTMENT FROM THE MANSOUR GROUP OF UP TO $60 MILLION ● The Mansour Group is one of the largest distributors of Tobacco products throughout the Middle East & Africa ● Strategic equity investment from major regional partner into ECIG will facilitate continued distribu |
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July 18, 2014 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 16, 2014, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and Hardwire Interactive Inc. (“Holder” and, collectively with its permitted successors and assigns, the “Holders”). This Agreement is made pursuant to the Asset |
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July 10, 2014 |
Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014 Exhibit 10.2 Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014 1 SECURITIES PURCHASE AGREEMENT Electronic Cigarettes International Group, Ltd. This Securities Purchase Agreement (this “Agreement”) is made by and between Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “C |
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July 10, 2014 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, HARDWIRE INTERACTIVE ACQUISITION COMPANY HARDWIRE INTERACTIVE INC. and THE SELLING OWNERS IDENTIFIED HEREIN Dated as of July 2, 2014 1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of July 2, 2014 (“Effective Date”) by and among (i) VICTORY ELEC |
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July 10, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo |
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July 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2014 Electronic Cigarettes International Group, Ltd. (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorpo |
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July 9, 2014 |
Exhibit 3.1 |
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July 2, 2014 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 30, 2015 EX-4.10 Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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July 2, 2014 |
EX-10.30 Exhibit 10.30 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of May, 2014, by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (the “Company”), and DOMINION CAPITAL LLC (the “Holder”). WHEREAS, the Holder beneficially owns and holds certain Term Notes issued by the Company as set forth on Exhibit A hereto (the “Term Notes”); an |
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July 2, 2014 |
ECIG / Electronic Cigarettes International Group, Ltd. S-1/A - - AMENDMENT NO. 1 TO FORM S-1 Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 2, 2014 Registration No. 333-195904 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Neva |
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July 2, 2014 |
AMENDED AND RESTATED PROMISSORY NOTE $ Effective as of February 28, 2014 EX-10.13 Exhibit 10.13 AMENDED AND RESTATED PROMISSORY NOTE $ Effective as of February 28, 2014 FOR VALUE RECEIVED, each of Victory Electronic Cigarettes Corporation, a Nevada corporation (“Victory Parent”), and VCIG LLC, a Delaware limited liability company (“Victory Subsidiary” and together with Victory Parent, the “Company”) hereby, jointly and severally, promises to pay to the order of (“Holde |
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July 2, 2014 |
ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN EX-10.36 Exhibit 10.36 ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN I. PURPOSE The purpose of the ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. 2014 LONG-TERM INCENTIVE PLAN (the “Plan”) is to provide a means through which Electronic Cigarettes International Group Ltd., a Nevada corporation (the “Company”), and its Affiliates may attract able persons to enter the |
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July 2, 2014 |
EX-21.1 Exhibit 21.1 List of Subsidiaries Name of Subsidiary State of Incorporation Victory Electronic Cigarettes, Inc. Nevada Vapestick Holdings Limited United Kingdom VCIG LLC Delaware FIN Branding Group, LLC Illinois Must Have Limited United Kingdom Hardwire Interactive Acquisition Company Delaware E-Cigs UK Holding Company Limited United Kingdom |
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June 24, 2014 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Secu |
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June 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporatio |
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June 13, 2014 |
- DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: o Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement VICTORY ELECTRONIC CIGARETTES CORPOR |
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June 9, 2014 |
Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A THIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A (the “First Amendment to the Securit |
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June 9, 2014 |
EX-10.3 5 ecigex103.htm AMENDMENT TO THE INTERCREDITOR AGREEMENT Exhibit 10.3 Dated - Deed of Amendment VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor [] as Senior Creditor [] as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors AND [] as Security Trustee for the Subordinated Creditors 1 Contents Clause 1. Def |
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June 9, 2014 |
FIRST AMENDMENT VICTORY ELECTRONIC CIGARETTES CORPORATION 6% SENIOR CONVERTIBLE NOTE Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. FIRST AM |
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June 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation |
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June 9, 2014 |
Exhibit 10.2 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2014 BY AND AMONG VICTORY ELECTRONIC CIGARETTES CORPORATION, AND THE PURCHASERS LISTED ON EXHIBIT A THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2014 BY AND AMONG VICTORY ELECTRONIC CIGARETTES CORPORATION, AND THE PURCHASERS LISTED ON EXHIBIT A (the “First Amendment to the Registr |
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June 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation |
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June 5, 2014 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms |
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June 5, 2014 |
Exhibit 2.1 Dated 30 May 2014 (1) THE PERSONS NAMED IN SCHEDULE 1 (2) E-CIGS UK HOLDING COMPANY LIMITED (3) VICTORY ELECTRONIC CIGARETTES CORPORATION AGREEMENT TO BUY THE SHARES IN TEN MOTIVES LIMITED AND 10 MOTIVES LIMITED Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.2 1 TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION |
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June 5, 2014 |
5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 30, 2015 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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June 5, 2014 |
Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, June 2, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION SIGNS AGREEMENT TO ACQUIRE ONE OF THE UK’S LARGEST ECIG COMPANIES, TEN MOTIVES® FOR $104 MILLION ● Ten Motives® brings long-term relationships with leading retailers in the United Kingdom, and the number one brand position in the Food, Drug & Mass Channel ● Victory’s third acquisition in Europe |
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June 5, 2014 |
June 5, 2014 VIA EDGAR Justin Dobbie Legal Branch Chief Division of Corporation Finance 100 F Street, N. |
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June 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement VICTORY ELECTRONI |
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May 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement VICTORY ELECTRONI |
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May 16, 2014 |
CORRESP 1 filename1.htm May 16, 2014 VIA EDGAR Justin Dobbie Legal Branch Chief Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Victory Electronic Cigarettes Corporation Preliminary Information Statement on Schedule 14C Filed May 8, 2014 File No. 000-52745 Dear Mr. Dobbie: We hereby submit the responses of Victory Electronic Cigarettes Corporation (the “Company”) to t |
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May 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52745 CUSIP NUMBER 92644K 10 4 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: M |
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May 13, 2014 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 22, 2014, Victory Electronic Cigarettes Corporation (the “Company” or “Victory”) entered into a share purchase agreement (the “Exchange Agreement”) by and between (i) the Company and (ii) the shareholders of Must Have Limited (“MHL”), an England and Wales incorporated limited company (the “MHL Shareholders”). Pursuant to the |
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May 13, 2014 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporation) |
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May 13, 2014 |
Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdict |
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May 13, 2014 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on May 13, 2014 Registration No. |
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May 13, 2014 |
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Exhibit 99.2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 |
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May 13, 2014 |
VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF COMMERCIAL OFFICER, GARY RAWLINGS PRESS RELEASE Spring Lake, Michigan, May 8, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF COMMERCIAL OFFICER, GARY RAWLINGS · Veteran blue-chip consumer packaged goods and retail marketing executive with over 20 years experience in world-class firms including Kraft Foods Group and Royal Ahold · Brings global marketing, retail, and ecommerce capabilities as Victory accelerates its global electronic cigarette industry consolidation SPRING LAKE, MICHIGAN, May 8, 2014 – Victory Electronic Cigarettes Corporation (OTCQB: ECIG), today announced that Gary Rawlings has been appointed as the Chief Commercial Officer of the Corporation. |
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May 9, 2014 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Further to the Form 8-K dated December 19, 2013 which disclosed the entry into the Share Exchange Agreement dated December 15, 2013, as amended (the “Exchange Agreement”), among our company, Vapestick Holdings Limited, a company incorporated under the laws of England and Wales (“Vapestick”), and all of the shareholders of Vapestick, w |
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May 9, 2014 |
Exhibit 99.2 |
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May 9, 2014 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On February 28, 2014, Victory Electronic Cigarettes Corporation (“Victory” or the “Company”) completed its acquisition of FIN Electronic Cigarette Corporation, Inc., a Delaware corporation (“FIN”) through VCIG LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("VCIG") (the “Merger”) pursuant to the |
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May 9, 2014 |
Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdic |
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May 9, 2014 |
Financial Statements and Exhibits - CURRENT REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisd |
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May 8, 2014 |
PRE 14C 1 ecigpre14c.htm SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Check the appropriate box: þ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Inf |
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May 6, 2014 |
EX-10.1 3 ecigex101.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the day of April, 2014, by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto and the additional investors who become parties |
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May 6, 2014 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Securities Purch |
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May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati |
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May 6, 2014 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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May 6, 2014 |
Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 30, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION ANNOUNCES NEW CHIEF FINANCIAL AND ADMINISTRATIVEOFFICER, JIM MCCORMICK ● Senior leader with global public company CFO & CEO experience will fortify Victory’s leadership team. ● Brings global financial leadership capabilities as Victory accelerates its global electronic cigarette industry cons |
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April 29, 2014 |
6% SENIOR CONVERTIBLE NOTE Victory Electronic Cigarettes Corporation 6% Senior Convertible Note Exhibit 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. 6% SENIO |
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April 29, 2014 |
Exhibit 10.9 DATED - CHARGE OF CERTIFICATED SHARES AND BANK ACCOUNT between VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower and [ ] as Security Trustee 1 Contents CLAUSE 1 Definitions and interpretation 3 2 Covenant to pay 6 3 Grant of security 6 4 Deposit of title documents 7 5 Protection of security 8 6 Liability of the Borrower 9 7 Representations and warranties 9 8 Borrower covenants 9 9 |
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April 29, 2014 |
Exhibit 10.6 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to |
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April 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati |
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April 29, 2014 |
Exhibit 2.1 Dated 2014 (1)THE PERSONS NAMED IN SCHEDULE 1 (2)VICTORY ELECTRONIC CIGARETTES CORPORATION AGREEMENT TO BUY THE SHARES IN MUST HAVE LIMITED Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND INTERPRETATION 1 2 SALE AND PURCHASE |
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April 29, 2014 |
Exhibit 10.8 Dated 2014 (1) MUST HAVE LIMITED - and - (2) (AS SECURITY TRUSTEE) DEBENTURE 1 TABLE OF CONTENTS No. Heading Page 1 Definitions and interpretation 3 2 Covenant to pay 10 3 Grant of security 10 4 controlled account and Collection account 13 5 Notices 14 6 Restrictions on dealing 14 7 positive covenants 14 8 Representations and warranties 17 9 Power to remedy 19 10 Enforcement 19 11 Adm |
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April 29, 2014 |
Dated 2014 (1) VICTORY ELECTRONIC CIGARETTES CORPORATION Exhibit 10.1 Dated 2014 (1) VICTORY ELECTRONIC CIGARETTES CORPORATION LOAN NOTE INSTRUMENT CONSTITUTING UP TO US$11,000,000 SECURED LOAN NOTES 2014 Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/LJ/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 definitions and interpretation 3 2 Amount of notes 5 3 D |
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April 29, 2014 |
Exhibit 10.10 DATED APRIL 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor [ ] as Senior Creditor [ ] as Security Trustee for the Senior Creditor THE PERSONS NAMED IN SCHEDULE 1 as Subordinated Creditors AND [ ] as Security Trustee for the Subordinated Creditors INTER-CREDITOR DEED 1 Contents 1 Definitions and interpretation 3 2 Priorities 7 3 Borrower and |
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April 29, 2014 |
Exhibit 10.5 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A 1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT dated as of April 22, 2014 (this “Agreement”) is by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”) and each |
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April 29, 2014 |
Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 22, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION CLOSES VIP® ACQUISITION EXPANDING EUROPEAN PLATFORM FOR GROWTH ● VIP® brings a scalable and innovative multi-channel distribution model with own retail stores, retail mobile units and a very high traffic e-commerce platform ● Broadens Victory’s brand and product portfolio and enables cross bo |
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April 29, 2014 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April , 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the share holders of Must Have Limited signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant |
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April 29, 2014 |
Exhibit 10.3 Dated 2014 (1) MUST HAVE LIMITED - and - (2) THE PERSONS NAMED IN SCHEDULE 1 CORPORATE GUARANTEE Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/SS/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND Interpretation 3 2 Guarantee and indemnity 5 3 Restrictions on release and dis |
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April 29, 2014 |
Exhibit 10.4 Dated 2014 (1) MUST HAVE LIMITED - and - (2) (AS SECURITY TRUSTEE) DEBENTURE Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD Tel: 020 7440 7000 Fax: 020 7404 5982 Ref: KEM/SS/43296.1 E-mail: [email protected] 1 TABLE OF CONTENTS No. Heading Page 1 Definitions and interpretation 3 2 Covenant to pay 7 3 Grant of security 7 4 Restrictions on dealing 9 5 positive |
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April 29, 2014 |
Exhibit 10.7 Dated 2014 (1) MUST HAVE LIMITED - and - (2) THE PERSONS NAMED IN SCHEDULE 1 CORPORATE GUARANTEE 1 TABLE OF CONTENTS No. Heading Page 1 DEFINITIONS AND Interpretation 3 2 Guarantee and indemnity 6 3 Restrictions on release and discharge 6 4 Non-Competition 8 5 Representations and Warranties 9 6 Undertakings 10 7 Management Accounts and EBITDA 11 8 ASSIGNMENT AND TRANSFER 12 9 PARTIAL |
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April 18, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporati |
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April 18, 2014 |
VICTORY ELECTRONIC CIGARETTES CORPORATION RESPONSE TO RETRACTED PRESS RELSEASE Exhibit 99.1 PRESS RELEASE Spring Lake, Michigan, April 17, 2014 VICTORY ELECTRONIC CIGARETTES CORPORATION RESPONSE TO RETRACTED PRESS RELSEASE On April 17th at 10:41 am EST, a press release announcing that Victory Electronic Cigarettes Corporation (Victory) had acquired Must Have Limited’s VIP® was issued in error by the Company’s agent, as the acquisition has not yet closed. Victory will update |
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April 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2014 Victory Electronic Cigarettes Corporation (Exact name of registrant as specified in its charter) Nevada 000-52745 98-0534859 (State or other jurisdiction of incorporatio |
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April 11, 2014 |
Exhibit 3.1 |